8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2024

TERAWULF INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41163	87-1909475
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9 Federal Street

Easton, Maryland 21601

(Address of principal executive offices) (Zip Code)

(410) 770-9500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	WULF	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 12, 2024, TeraWulf Inc. (“TeraWulf” or the “Company”) issued a press release (“Press Release”) announcing the Company’s results for the first quarter ended June 30, 2024. The Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On August 12, 2024, the Company posted a presentation to its website at https://investors.terawulf.com (the “Presentation”). A copy of the Presentation is furnished as Exhibit 99.2 to this Report. The Company expects to use the Presentation, in whole or in part, and possibly with modifications, in connection with the earnings call with investors, analysts and others.

The information contained in the Presentation is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Presentation speaks only as of the date of this Report. The Company undertakes no duty or obligation to publicly update or revise the information contained in the Presentation, although it may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure. In addition, the exhibit furnished herewith contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in such exhibit. By furnishing the information contained in the Presentation, the Company makes no admission as to the materiality of any information in the Presentation that is required to be disclosed solely by reason of Regulation FD.

The information contained in Items 2.02 and 7.01 of this Report (as well as in Exhibits 99.1 and 99.2 attached hereto) is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated August 12, 2024.
99.2	Presentation of the Company, dated August 12, 2024.
104.1	Cover Page Interactive Data File (embedded within the inline XBRL document).

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “goal,” “target,” “aim,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of TeraWulf’s management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others: (1) conditions in the cryptocurrency mining industry, including fluctuation in the market pricing of bitcoin and other cryptocurrencies, and the economics of cryptocurrency mining, including as to variables or factors

affecting the cost, efficiency and profitability of cryptocurrency mining; (2) competition among the various providers of cryptocurrency mining services; (3) changes in applicable laws, regulations and/or permits affecting TeraWulf’s operations or the industries in which it operates, including regulation regarding power generation, cryptocurrency usage and/or cryptocurrency mining; (4) the ability to implement certain business objectives and to timely and cost-effectively execute integrated projects; (5) failure to obtain adequate financing on a timely basis and/or on acceptable terms with regard to growth strategies or operations; (6) loss of public confidence in bitcoin or other cryptocurrencies and the potential for cryptocurrency market manipulation; (7) adverse geopolitical or economic conditions, including a high inflationary environment; (8) the potential of cybercrime, money-laundering, malware infections and phishing and/or loss and interference as a result of equipment malfunction or break-down, physical disaster, data security breach, computer malfunction or sabotage (and the costs associated with any of the foregoing); (9) the availability, delivery schedule and cost of equipment necessary to maintain and grow the business and operations of TeraWulf, including mining equipment and infrastructure equipment meeting the technical or other specifications required to achieve its growth strategy; (10) employment workforce factors, including the loss of key employees; (11) litigation relating to TeraWulf and/or its business; (12) potential differences between the unaudited results disclosed in this release and the Company’s final results when disclosed in its Annual Report on Form 10-K as a result of the completion of the Company’s final adjustments, annual audit by the Company’s independent registered public accounting firm, and other developments arising between now and the disclosure of the final results; and (13) other risks and uncertainties detailed from time to time in the Company’s filings with the SEC. Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. TeraWulf does not assume any obligation to publicly update any forward-looking statement after it was made, whether as a result of new information, future events or otherwise, except as required by law or regulation. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company’s filings with the SEC, which are available at www.sec.gov.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

TERAWULF INC.
By:	/s/ Patrick A. Fleury
Name:	Patrick A. Fleury
Title:	Chief Financial Officer

Dated: August 12, 2024

EX-99.1

TeraWulf Reports Second Quarter 2024 Financial Results Q2 2024 Revenue of $35.6 million, gross profit (exclusive of depreciation) of $21.7 million and Non-GAAP Adjusted EBITDA of $19.5 million. Revenue growth of 130.2% year-over-year for the three-month period ended June 30, 2024. Paid down approximately $30.2 million of debt in Q2 2024, followed by a significant repayment of $75.8 million in July 2024, fully eliminating the Company’s debt ahead of maturity. Operational self-mining capacity as of June 30, 2024 increased 80% year-over-year to 8.8 EH/s. Continued advancements in AI and high-performance computing initiatives at Lake Mariner. EASTON, Md. – August 12, 2024 – TeraWulf Inc. (Nasdaq: WULF) (“TeraWulf” or the “Company”), which owns and operates vertically integrated, domestic bitcoin mining facilities powered by approximately 95% zero-carbon energy, today announced its unaudited interim financial results for the second quarter of fiscal year 2024 and provided an operational update. Second Quarter 2024 GAAP Operational and Financial Highlights • Self-mined 539 bitcoin at the Lake Mariner Facility. • Revenue increased to $35.6 million in Q2 2024 compared to $15.5 million in Q2 2023. • Gross profit (exclusive of depreciation) increased to $21.7 million in Q2 2024 compared to $10.3 million in Q2 2023. • Total self-mining hashrate capacity at the Lake Mariner Facility of 8.8 EH/s as of June 30, 2024, representing an increase of 79.6% relative to the same prior year period. Key GAAP Metrics ($ in thousands) Three Months Ended Q2 2024 Three Months Ended Q2 2023 % Change Revenue $ 35,574 $ 15,456 130.2 % Gross profit (exclusive of depreciation) $ 21,656 $ 10,343 109.4 % Gross profit margin 60.9 % 66.9 % (9.0) % Second Quarter 2024 Non-GAAP Operational and Financial Highlights • Self-mined 699 bitcoin across the Lake Mariner and Nautilus Cryptomine facilities, which represented a 21.4% decrease relative to in Q2 2023. • Total value of bitcoin self-mined1 of $46.1 million in Q2 2024 compared to $24.9 million in Q2 2023. • Power cost per bitcoin self-mined increased year-over-year, to $22,954 per bitcoin in Q2 2024 from $6,688 per bitcoin in Q2 2023, due to an approximate doubling in network difficulty and the bitcoin reward halving in April 2024. • Adjusted EBITDA of $19.5 million in Q2 2024, an increase of 156.4% from $7.6 million in Q2 2023. Exhibit 99.1 1 Excludes BTC earned from profit sharing associated with a hosting agreement that expired in February 2024 at the Lake Mariner Facility and includes TeraWulf's net share of BTC produced at the Nautilus Cryptomine Facility.

Key Non-GAAP Metrics2 Three Months Ended Q2 2024 Three Months Ended Q2 2023 % Change Bitcoin Self-Mined3 699 889 (21.4) % Value per Bitcoin Self-Mined4 $ 65,984 $ 27,976 135.9 % Power Cost per Bitcoin Self-Mined5 $ 22,954 $ 6,688 243.2 % Avg. Operating Hash Rate (EH/s)6 7.4 3.6 105.6 % Management Commentary “TeraWulf's second-quarter results reflect our unwavering commitment to operational excellence and strategic growth. By completing the construction of Building 4 at Lake Mariner, advancing our AI and high-performance computing initiatives, and streamlining our capital structure, we have solidified our position as a leader in the industry. Our focus on low-cost, predominantly zero-carbon energy and efficient management has enabled us to achieve industry-leading profitability while positioning us to capitalize on emerging opportunities in the rapidly growing data center market,” said Paul Prager, CEO of TeraWulf. “Our extensive 600 megawatts of owned and scalable infrastructure is a key differentiator, allowing us to leverage our success in bitcoin mining as the foundation for expanding into alternative compute hosting. This strategic move aligns perfectly with the increasing demand for high-power data center capacity, positioning us for long-term growth and profitability,” continued Prager. Patrick Fleury, TeraWulf’s CFO added, “In the second quarter of 2024, TeraWulf delivered solid financial performance, even in a challenging fundamental business environment following the Bitcoin reward halving in April, mining a total of 699 bitcoin across our facilities. During the quarter, we maintained our focus on cost management, achieving quarter-over-quarter reductions in power costs at Lake Mariner and SG&A expenses. In addition, our robust balance sheet, highlighted by a strong cash position and the elimination of debt, positions us well for future growth. We remain committed to maximizing shareholder value as we diversify into HPC and AI expansion in the latter half of the year." 2 The Company’s share of the earnings or losses of operating results at the Nautilus Cryptomine Facility is reflected within “Equity in net income (loss) of investee, net of tax” in the consolidated statements of operations. Accordingly, operating results of the Nautilus Cryptomine Facility are not reflected in revenue, cost of revenue or cost of operations lines in TeraWulf’s consolidated statements of operations. The Company uses these metrics as indicators of operational progress and effectiveness and believes they are useful to investors for the same purposes and to provide comparisons to peer companies. All figures except Bitcoin Self-Mined are estimates. 3 Excludes BTC earned from profit sharing associated with a hosting agreement that expired in February 2024 at the Lake Mariner Facility and TeraWulf’s net share of BTC produced at the Nautilus Cryptomine Facility. 4 Computed as the weighted-average opening price of BTC on each respective day the Self-Mined Bitcoin is earned. 5 The Q2 2024 and Q2 2023 calculations excludes 0 and 17 bitcoin, respectively, earned via hosting profit share. 6 While nameplate inventory for TeraWulf’s two facilities is 8.8 EH/s, actual monthly hash rate performance depends on a variety of factors, including (but not limited to) performance tuning to increase efficiency and maximize margin, scheduled outages (scopes to improve reliability or performance), unscheduled outages, curtailment due to participation in various cash generating demand response programs, derate of ASICS due to adverse weather and ASIC maintenance and repair.

Production and Operations Update The recent completion of Building 4 at the Company's wholly owned Lake Mariner Facility in New York has expanded TeraWulf’s bitcoin mining infrastructure capacity to 245 MW and over 10.0 EH/s across its two sites. The Company has also begun construction on Building 5 at the Lake Mariner Facility, which is expected to contribute an additional 50 MW of infrastructure capacity by Q1 2025. This capacity can be utilized for bitcoin mining or AI/HPC compute applications. In Pennsylvania, the Company currently has 50 MW of operational mining capacity at the Nautilus Cryptomine Facility, a joint venture with Cumulus Coin, LLC. TeraWulf’s additional 50 MW of expansion capacity at the Nautilus Cryptomine Facility is planned to come online in 2025, potentially increasing TeraWulf’s bitcoin mining operating capacity by up to 2.5 EH/s at the site. As previously announced, the Company is advancing activities to support a large-scale, high- performance computing (HPC) and AI project at the Lake Mariner Facility. The Company has committed an initial 2 MW block of power to the project, capable of supporting thousands of the latest generation graphics processing units (GPUs). During the second quarter, the Company purchased a 128-GPU cluster from NVIDIA, financed by a leading OEM. To support this project, the Company has upgraded the internet interconnection at the Lake Mariner Facility to meet the bandwidth requirements of AI, designed a closed-loop liquid cooling system, and ensured power supply redundancy for 100% reliability. Second Quarter 2024 GAAP Financial Results Revenue in the second quarter of 2024 increased 130.2% to $35.6 million as compared to $15.5 million in the second quarter of 2023. This increase is attributable to a significant growth in operating self- mining hashrate as well as a higher average bitcoin price relative to the second quarter of 2023. Notably, revenue and expenses reported in the TeraWulf GAAP income statement excludes revenue and expenses from the Nautilus joint venture; the net financial impact of the Nautilus joint venture is captured within equity in net income (loss) of investee, net of tax in the consolidated statements of operations. Gross profit (exclusive of depreciation) in the second quarter of 2024 increased 109.4% to $21.7 million compared to $10.3 million in the second quarter of 2023. Gross profit margin as a percentage of revenue decreased to 60.9% in the second quarter of 2024 compared to 66.9% in the second quarter of 2023, primarily due to an approximate doubling in network difficulty and the bitcoin reward halving in April 2024, partially offset by a 105.6% increase in average operating hashrate and 135.9% increase in average value per bitcoin self-mined year-over-year. During the second quarter of 2024, the Company repaid $30.2 million of debt, followed by an additional $75.8 million repayment in July 2024 to fully pay down the remaining balance on the Term Loans ahead of maturity. About TeraWulf TeraWulf (Nasdaq: WULF) owns and operates vertically integrated, environmentally clean bitcoin mining facilities in the United States. Led by an experienced group of energy entrepreneurs, the Company currently has two bitcoin mining facilities: the wholly owned Lake Mariner Facility in New York, and Nautilus Cryptomine Facility in Pennsylvania, a joint venture with Cumulus Coin, LLC. TeraWulf generates domestically produced bitcoin powered primarily by nuclear and hydro energy with a goal of utilizing predominantly 100% zero-carbon energy. With a core focus on ESG that ties directly to its business success, TeraWulf expects to offer attractive mining economics at an industrial scale.

Forward-Looking Statements This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements include statements concerning anticipated future events and expectations that are not historical facts. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. In addition, forward-looking statements are typically identified by words such as “plan,” “believe,” “goal,” “target,” “aim,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, although the absence of these words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on the current expectations and beliefs of TeraWulf’s management and are inherently subject to a number of factors, risks, uncertainties and assumptions and their potential effects. There can be no assurance that future developments will be those that have been anticipated. Actual results may vary materially from those expressed or implied by forward-looking statements based on a number of factors, risks, uncertainties and assumptions, including, among others: (1) conditions in the cryptocurrency mining industry, including fluctuation in the market pricing of bitcoin and other cryptocurrencies, and the economics of cryptocurrency mining, including as to variables or factors affecting the cost, efficiency and profitability of cryptocurrency mining; (2) competition among the various providers of cryptocurrency mining services; (3) changes in applicable laws, regulations and/or permits affecting TeraWulf’s operations or the industries in which it operates, including regulation regarding power generation, cryptocurrency usage and/or cryptocurrency mining, and/or regulation regarding safety, health, environmental and other matters, which could require significant expenditures; (4) the ability to implement certain business objectives and to timely and cost-effectively execute integrated projects; (5) failure to obtain adequate financing on a timely basis and/or on acceptable terms with regard to growth strategies or operations; (6) loss of public confidence in bitcoin or other cryptocurrencies and the potential for cryptocurrency market manipulation; (7) adverse geopolitical or economic conditions, including a high inflationary environment; (8) the potential of cybercrime, money- laundering, malware infections and phishing and/or loss and interference as a result of equipment malfunction or break-down, physical disaster, data security breach, computer malfunction or sabotage (and the costs associated with any of the foregoing); (9) the availability, delivery schedule and cost of equipment necessary to maintain and grow the business and operations of TeraWulf, including mining equipment and infrastructure equipment meeting the technical or other specifications required to achieve its growth strategy; (10) employment workforce factors, including the loss of key employees; (11) litigation relating to TeraWulf and/or its business; and (12) other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). Potential investors, stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. TeraWulf does not assume any obligation to publicly update any forward-looking statement after it was made, whether as a result of new information, future events or otherwise, except as required by law or regulation. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company’s filings with the SEC, which are available at www.sec.gov. Company Contact: Jason Assad Director of Corporate Communications assad@terawulf.com (678) 570-6791

CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2024 AND DECEMBER 31, 2023 (In thousands, except number of shares and par value) June 30, 2024 December 31, 2023 (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 104,109 $ 54,439 Digital currency 946 1,801 Prepaid expenses 2,850 4,540 Other receivables 2,554 1,001 Other current assets 505 806 Total current assets 110,964 62,587 Equity in net assets of investee 85,568 98,613 Property, plant and equipment, net 272,049 205,284 Right-of-use asset 10,440 10,943 Other assets 547 679 TOTAL ASSETS $ 479,568 $ 378,106 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 8,398 $ 15,169 Accrued construction liabilities 3,033 1,526 Other accrued liabilities 7,751 9,179 Share based liabilities due to related party — 2,500 Other amounts due to related parties 632 972 Current portion of operating lease liability 51 48 Insurance premium financing payable 249 1,803 Current portion of long-term debt 72,302 123,465 Total current liabilities 92,416 154,662 Operating lease liability, net of current portion 873 899 Long-term debt 38 56 TOTAL LIABILITIES 93,327 155,617 Commitments and Contingencies (See Note 12) STOCKHOLDERS' EQUITY:

Preferred stock, $0.001 par value, $100,000,000 authorized at June 30, 2024 and December 31, 2023; $9,566 issued and outstanding at June 30, 2024 and December 31, 2023; aggregate liquidation preference of $12,002 and $11,423 at June 30, 2024 and December 31, 2023, respectively 9,273 9,273 Common stock, $0.001 par value, $600,000,000 and 400,000,000 authorized at June 30, 2024 and December 31, 2023, respectively; $374,456,722 and $276,733,329 issued and outstanding at June 30, 2024 and December 31, 2023, respectively 374 277 Additional paid-in capital 656,941 472,834 Accumulated deficit (280,347) (259,895) Total stockholders’ equity 386,241 222,489 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 479,568 $ 378,106 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (In thousands, except number of shares and loss per common share; unaudited) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue $ 35,574 $ 15,456 $ 78,007 $ 26,989 Cost of revenue (exclusive of depreciation shown below) 13,918 5,113 28,326 10,115 Gross profit 21,656 10,343 49,681 16,874 Cost of operations: Operating expenses 797 468 1,582 776 Operating expenses – related party 875 639 1,763 1,236 Selling, general and administrative expenses 9,113 5,878 21,402 12,370 Selling, general and administrative expenses – related party 2,803 2,676 5,423 5,574 Depreciation 14,133 6,428 29,221 11,861 Loss (gain) on fair value of digital currency, net 700 — (629) — Realized gain on sale of digital currency — (583) — (1,186) Impairment of digital currency — 682 — 1,309 Total cost of operations 28,421 16,188 58,762 31,940 Operating loss (6,765) (5,845) (9,081) (15,066)

Interest expense (5,325) (8,450) (16,370) (15,284) Loss on extinguishment of debt — — (2,027) — Other income 447 54 947 54 Loss before income tax and equity in net income (loss) of investee (11,643) (14,241) (26,531) (30,296) Income tax benefit — — — — Equity in net income (loss) of investee, net of tax 767 (3,296) 6,042 (13,463) Loss from continuing operations (10,876) (17,537) (20,489) (43,759) Loss from discontinued operations, net of tax — (3) — (38) Net loss (10,876) (17,540) (20,489) (43,797) Preferred stock dividends (292) (265) (578) (524) Net loss attributable to common stockholders $ (11,168) $ (17,805) $ (21,067) $ (44,321) Loss per common share: Continuing operations $ (0.03) $ (0.08) $ (0.07) $ (0.24) Discontinued operations - — - — Basic and diluted $ (0.03) $ (0.08) $ (0.07) $ (0.24) Weighted average common shares outstanding: Basic and diluted 340,662,826 210,421,237 315,714,178 187,843,663 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023 (In thousands; unaudited) Six Months Ended June 30, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (20,489) $ (43,797) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Amortization of debt issuance costs, commitment fees and accretion of debt discount 10,691 8,307 Related party expense to be settled with respect to common stock — 417 Common stock issued for interest expense — 26 Stock-based compensation expense 11,773 2,610 Depreciation 29,221 11,861

Amortization of right-of-use asset 503 501 Increase in digital currency from mining and hosting services (77,477) (24,206) Loss (gain) on fair value of digital currency, net (629) — Realized gain on sale of digital currency — (1,186) Impairment of digital currency — 1,309 Proceeds from sale of digital currency 97,559 28,501 Digital currency issued for services 210 — Loss on extinguishment of debt 2,027 — Equity in net (income) loss of investee, net of tax (6,042) 13,463 Loss from discontinued operations, net of tax — 38 Changes in operating assets and liabilities: Decrease in prepaid expenses 1,690 1,623 Increase in other receivables (1,553) — Decrease (increase) in other current assets 301 (1,347) Decrease in other assets 22 28 Decrease in accounts payable (6,267) (3,812) Decrease in other accrued liabilities (1,946) (2,330) Decrease in other amounts due to related parties (344) (1,290) Decrease in operating lease liability (23) (20) Net cash provided by (used in) operating activities from continuing operations 39,227 (9,304) Net cash provided by operating activities from discontinued operations — 294 Net cash provided by (used in) operating activities 39,227 (9,010) CASH FLOWS FROM INVESTING ACTIVITIES: Investments in joint venture, including direct payments made on behalf of joint venture — (2,845) Purchase of and deposits on plant and equipment (93,579) (15,990) Net cash used in investing activities (93,579) (18,835) CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on long-term debt (63,568) — Payments of prepayment fees associated with early extinguishment of long-term debt (314) — Proceeds from insurance premium and property, plant and equipment financing — 790 Principal payments on insurance premium and property, plant and equipment financing (1,570) (2,450) Proceeds from issuance of common stock, net of issuance costs paid of $615 and $1,051 173,237 36,123 Proceeds from warrant issuances 1,901 2,500

Payments of tax withholding related to net share settlements of stock- based compensation awards (5,664) (852) Proceeds from issuance of convertible promissory note — 1,250 Payment of contingent value rights liability related to proceeds from sale of net assets held for sale — (9,598) Net cash provided by financing activities 104,022 27,763 Net change in cash and cash equivalents 49,670 (82) Cash and cash equivalents at beginning of period 54,439 8,323 Cash and cash equivalents at end of period $ 104,109 $ 8,241 Cash paid during the period for: Interest $ 6,214 $ 11,252 Income taxes $ — $ — Non-GAAP Measure To provide investors with additional information in connection with our results as determined in accordance with generally accepted accounting principles in the United States (“GAAP”), we disclose Adjusted EBITDA as a non-GAAP measure. This measure is not a financial measure calculated in accordance with GAAP, and it should not be considered as a substitute for net income, operating income, or any other measure calculated in accordance with GAAP, and may not be comparable to similarly titled measures reported by other companies. We define Adjusted EBITDA as income (loss) from continuing operations adjusted for (i) impacts of interest, taxes, depreciation and amortization; (ii) preferred stock dividends, stock-based compensation expense and related party expense to be settled with respect to common stock, all of which are non- cash items that the Company believes are not reflective of its general business performance, and for which the accounting requires management judgment, and the resulting expenses could vary significantly in comparison to other companies; (iii) equity in net income (loss) of investee, net of tax, related to Nautilus; (iv) other income which is related to interest income or income for which management believes is not reflective of the Company’s ongoing operating activities; (v) loss on extinguishment of debt, which is not reflective of the Company’s general business performance; and (vi) loss from discontinued operations, net of tax, which is not be applicable to the Company’s future business activities. The Company’s non-GAAP Adjusted EBITDA also includes the impact of distributions from investee received in bitcoin related to a return on the Nautilus investment, which management believes, in conjunction with excluding the impact of equity in net income (loss) of investee, net of tax, is reflective of assets available for the Company’s use in its ongoing operations as a result of its investment in Nautilus.

Management believes that providing this non-GAAP financial measure allows for meaningful comparisons between the Company's core business operating results and those of other companies, and provides the Company with an important tool for financial and operational decision making and for evaluating its own core business operating results over different periods of time. In addition to management's internal use of non-GAAP Adjusted EBITDA, management believes that Adjusted EBITDA is also useful to investors and analysts in comparing the Company’s performance across reporting periods on a consistent basis. Management believes the foregoing to be the case even though some of the excluded items involve cash outlays and some of them recur on a regular basis (although management does not believe any of such items are normal operating expenses necessary to generate the Company’s bitcoin related revenues). For example, the Company expects that share-based compensation expense, which is excluded from Adjusted EBITDA, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers, directors and consultants. Additionally, management does not consider any of the excluded items to be expenses necessary to generate the Company’s bitcoin related revenue. The Company's Adjusted EBITDA measure may not be directly comparable to similar measures provided by other companies in the Company’s industry, as other companies in the Company’s industry may calculate non-GAAP financial results differently. The Company's Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered as an alternative to operating loss or any other measure of performance derived in accordance with GAAP. Although management utilizes internally and presents Adjusted EBITDA, the Company only utilizes that measure supplementally and does not consider it to be a substitute for, or superior to, the information provided by GAAP financial results. Accordingly, Adjusted EBITDA is not meant to be considered in isolation of, and should be read in conjunction with, the information contained in the Company’s consolidated financial statements, which have been prepared in accordance with GAAP. The following table is a reconciliation of the Company’s non-GAAP Adjusted EBITDA to its most directly comparable GAAP measure (i.e., net loss attributable to common stockholders) for the periods indicated (in thousands):

Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net loss attributable to common stockholders $ (11,168) $ (17,805) $ (21,067) $ (44,321) Adjustments to reconcile net loss attributable to common stockholders to non-GAAP Adjusted EBITDA: Preferred stock dividends 292 265 578 524 Loss from discontinued operations, net of tax — 3 — 38 Equity in net (income) loss of investee, net of tax (767) 3,296 (6,042) 13,463 Distributions from investee, related to Nautilus 7,065 4,943 19,087 4,943 Income tax benefit — — — — Other income (447) (54) (947) (54) Loss on extinguishment of debt — — 2,027 — Interest expense 5,325 8,450 16,370 15,284 Depreciation 14,133 6,428 29,221 11,861 Amortization of right-of-use asset 251 251 503 501 Stock-based compensation expense 4,842 1,734 11,773 2,610 Related party expense to be settled with respect to common stock — 104 — 417 Non-GAAP Adjusted EBITDA $ 19,526 $ 7,615 $ 51,503 $ 5,266

EX-99.2

1

2

➢ ➢ o o ➢ ➢ ➢ ➢ (1) 350 MW available expansion capacity includes planned 50 MW BTC mining expansion at Nautilus. 3

3 MW 60 MW 60 MW 110 MW 195 MW 195 MW 245 MW 30 MW 50 MW 50 MW 50 MW 50 MW50 MW 23 MW 250 MW 50 MW 0.3 EH/s 2.0 EH/s 3.3 EH/s 5.5 EH/s 10.2 EH/s 13.3 EH/s 0.0 2.0 EH/s 4.0 EH/s 6.0 EH/s 8.0 EH/s 10.0 EH/s 12.0 EH/s 14.0 EH/s 16.0 EH/s 18.0 EH/s 20.0 EH/s 0 100 MW 200 MW 300 MW 400 MW 500 MW 600 MW 700 MW 1H 2022 2H 2022 1H 2023 2H 2023 1H 2024 2H 2024 2025E + LMD Mining Nautilus Mining Under Construction Planned Infrastructure Deployment Planned Mining Deployment Total Hash Rate 4 ➢ Owned infrastructure to scale flexibly ➢ Lowest cost producer of BTC ➢ Sustainable: predominantly zero-carbon ➢ ESG is core to operations, risk mitigation, and reputational value ➢ 10 EH/s deployed and 245 MW operational ➢ Target 295 MW operational by YE 2024 ➢ 699 BTC mined in Q2 2024 889 BTC mined in Q2 2023 ➢ Realized $0.032/kWh power cost in 2023 Target $0.035/kWh power cost in 2024 ➢ 93% zero-carbon energy across two sites Rapidly scaling since inception with significant owned capacity for growth

➢ ➢ ➢ ➢ (1) Source: NYISO Power Trends 2024 report (https://www.nyiso.com/power-trends). (2) Reflects TeraWulf’s 50 MW interest in the Nautilus Cryptomine facility and option to expand by 50 MW, which the Company exercised in February 2024. 5 ➢ ➢ ➢

Strategically located in regions with significant energy surplus 6 ✓ ✓ ✓ ✓ ✓ ✓

Low-cost producer of Bitcoin with large-scale infrastructure optionality ➢ Existing sites have access to >300 MW of capacity to expand ➢ Attractive site strategically positioned to support other forms of compute ➢ Realized $0.032/kWh all-in power cost in 2023 ➢ Target $0.035/kWh all-in power cost in 2024 ➢ 7 EH/s purchase and option agreement for S21 miners was amended in 2Q24 to specify S21 Pro miners ➢ Locks in pricing at ~$16 per terahash ➢ Elected to receive 5,000 of 30,000 miners in option agreement for Building 4 ➢ Eliminated debt enabling greater flexibility to pursue growth plans ➢ 2024 growth plans funded; expect to generate significant free cash flow during balance of year and beyond 7

Free cash flow generation despite BTC reward halving in April 2024 8 Metric Amount Comments End of Period Hash Rate 8.8 EH/s ➢ 80% increase year-over-year Bitcoin Self-mined 699 ➢ 7.7 BTC per day Power Cost $0.037/kWh ➢ Represents power cost per BTC of $22,954 Revenue (1) $35.6 million ➢ 130% increase year-over-year; value per BTC self-mined (non-GAAP) averaged ~$66k(2)(3) Gross Profit (exclusive of depreciation) (1) $21.7 million ➢ 109% increase year-over-year; 61% gross profit margin; 63% Non-GAAP gross profit margin(3) Non-GAAP Adjusted EBITDA (2) $19.5 million ➢ 156% increase year-over-year; EBITDA/EH of $2.4 million Cash and Cash Equivalents $104.1 million ➢ Excludes BTC of $0.9 million (4) Net Debt (5) $(27.4) million ➢ Debt fully repaid in July 2024, subsequent to 2Q24 (1) GAAP measure; excludes Nautilus JV. (2) Computed as the weighted average opening price of BTC on each respective day the self-mined BTC is earned. (3) Non-GAAP measure; includes Nautilus JV. (4) Based on the market price per one Bitcoin of $60,118 on June 30, 2024. (5) Net Debt as of 6/30/24 calculated as follows: $75.8 million principal balance of debt less $104.1 million of cash.

All figures include TeraWulf’s net share of Nautilus JV 9 514 889 980 959 1051 699 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 3.3 5.5 5.5 5.5 8.0 8.8 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 $8.7 $19.4 $18.7 $25.0 $40.5 $32.2 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 ($2.3) $7.6 $9.0 $16.4 $32.0 $19.5 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 (1) Excludes bitcoin earned via hosting profit share. (2) Includes gross total hosted hash rate. (3) Calculated as Revenue less Cost of Revenue (exclusive of depreciation, inclusive of demand response proceeds); includes WULF’s share of Nautilus JV. (4) Includes distributions from Nautilus JV. ➢BTC production of 699 in 2Q24, a 34% decrease QoQ despite impact of the halving ➢ End of period self-mining hash rate increased 80% year-over- year to 8.8 EH/s ➢ Average EBITDA per EH of $2.4 million; highest of public peers

GAAP rules do not permit TeraWulf to consolidate its 25% interest in the Nautilus JV 10 Hypothetical Post-Halving Quarter Illustrative Market Inputs: Bitcoin Price ($/BTC) $60,000 Network Hash Rate (EH/s) 610 Illustrative Operating Inputs: WULF Hash Rate (EH/s) 1.85 WULF Power Capacity (MW) 50 Uptime 98.0% WULF MWh’s 108,192 Cost of Power ($/kW) $0.02 ($ in millions) Hypothetical Post-Halving Quarter Illustrative Summary Financial Statement: Revenue $7.4 Cost of revenue (excl. depreciation) $(2.2) Gross Profit $5.2 Other Operating Expenses(1) $(1.7) Operating Profit $3.5 Depreciation(2) $(5.6) Equity in net income (loss) of investee, net of tax $(2.1) Illustrative Bitcoin Mined Summary: Bitcoin Mined in Quarter 123 Cost of revenue + Other Operating Expenses 64 Bitcoin Distributed to WULF 59 Distributions from investee, related to Nautilus (Bitcoin Distributed to WULF x Bitcoin Price) $3.5 <--- Adjusted EBITDA <--- GAAP Income Statement <--- Adjusted EBITDA ➢ Nautilus’ revenue, cost of revenue, operating expenses, depreciation and amortization are NOT consolidated into TeraWulf’s financial statement ➢ The financial impact of the Nautilus JV is reflected in the “Equity in net income (loss) of investee, net of tax” line item on TeraWulf’s GAAP income statement ➢ In the Non-GAAP Adjusted EBITDA calculation, TeraWulf backs out the impact of the “Equity in net income (loss) of investee, net of tax” and adds back actual “Distributions from investee, related to Nautilus” (1) Other Operating Expenses: Other Operating Expenses are expected to be ~$13.5 million split ~50/50 the Lake Mariner facility and the Nautilus JV. (2) Depreciation estimate is based on ~$90 million of capital cost ($30 million of infrastructure plus ~$60 million of miners) incurred by TeraWulf at the Nautilus JV and predominantly depreciated over four years.

$2.9 $4.8 $8.5 $28.3 $32.1 CLSK WULF CORZ MARA RIOT $202 $2603 $745 $921 $1,062 WULF CORZ RIOT CLSK MARA TeraWulf delivers more profitability with less dilution than any of its peers 11 Source: Public filings, publicly available earnings transcripts, and good faith calculations by TeraWulf. (1) Includes TeraWulf’s Net Share of Nautilus JV Gross Profit Margin; Gross Profit Margin is 61% per GAAP financials. (2) Excludes ~$29 million of D&A classified as cost of revenue in CORZ financial statements. (3) Includes conversion of ~$260 million of convertible notes for a total of 44.6 million common shares. $2.4 $2.3 $1.9 $0.6 $0.1 WULF CORZ CLSK MARA RIOT < -- -- -- -- -- -- -- -- -( $ i n m il li o n s )- -- -- -- -- -- -- -- -- -> NOT GOOD “It’s not the size of the dog in the fight, it’s the size of the fight in the dog.” ~Mark Twain GOOD 61% 57% 48%2 35% 23% 65%1 WULF CLSK CORZ MARA RIOT

12 ➢ $30 million of debt repayment in Q2 2024 ➢ Building 4 populated with ~10,000 S21 and S21 Pro miners ➢ Balance sheet improvement continues with $18.5 million of net working capital at end of 2Q24 $104 M ATM 2Q24 Warrants 2Q24 Operational Cash Flow 2Q24 Debt Repayment Miner Purchase Tax Withholding Infrastructure: Buildings 3-5, & HPC/AI Cash on BS E2Q24 Strong operational performance enabled continuous growth and streamlined capital structure Accounts Payable Cash on BS E1Q24

Foundation being built for rapid HPC/AI expansion in 2025+ 13 (1) Actual proceeds received through August 12, 2024. (2) Estimated 2H24 cash from operations assumes average BTC price of $60,000 and network hash rate of 600 EH/s, July 1 – December 31, 2024. (3) Reflects TeraWulf’s 30% equity contribution for construction of CB-1, a liquid-cooled, redundant, and high-power density 20 MW (gross) HPC/AI infrastructure expected to be substantially complete by year-end. (4) Includes electrical capital expenditures required to expand the Lake Mariner facility to 500 MW. Cash on BS E2Q24 ATM Proceeds 3Q24 Warrants 3Q24 Estimated 2H24 Cash From Operations Debt Repayment WULF Den LMD Site Electrical Building 5 Construction Cash Surplus (2) (3) (4) CB-1: WULF Compute 20MW $5 (1)(1) ➢ $77 million of debt eliminated in July 2024 ▪ $9 million annual interest savings

Realized cost-to-mine of ~$41.6k in Q2 2024; projection of ~$40k for balance of 2024 14 Q1 2024 [1] Q2 2024 [2] 2H 2024 Full Year 2024 Illustrative Market Inputs: Network Hash Rate (EH/s) 630 Transaction Fees (%) 10% Illustrative Operating Inputs: Miner Fleet Efficiency (J/TH) [3] 23.7 Total Hash Rate (EH/s) 10.2 Total Bitcoin Mined 1,051 699 1,462 3,212 $ in 000’s $/BTC $/PH/Day $ in 000’s $/BTC $/PH/Day $ in 000’s $/BTC $/PH/Day $ in 000’s Power Cost (@ $0.035/kWh) $16,292 $15,501 $26 $16,035 $22,940 $23 $35,974 $24,606 $19 $68,301 SG&A for the Period[4] 8,028 7,639 13 7,074 10,120 10 14,898 10,190 8 30,000 Other OpEx for the Period[5] 3,113 2,962 5 3,472 4,968 5 6,915 4,729 4 13,500 Cash Interest Expense for the Period 3,726 3,545 6 2,488 3,559 4 6,214 Total Cost $31,159 $29,647 $50 $29,069 $41,587 $42 $57,787 $39,525 $31 $118,015 Note: All expenses are cash cost only and all figures include the impact of TeraWulf’s net share of the Nautilus JV. (1) Actual results, excludes 6 BTC earned via hosting profit share. (2) Actual results in 2Q24. (3) Assumes 4% ancillary load. Nameplate miner efficiency is 22.8 J/TH. (4) Excludes stock-based compensation. (5) Includes Nautilus OpEx; Other Operating Expenses are expected to be ~$13.5 million split ~50/50 between the Lake Mariner facility and the Nautilus JV.

Optimizing LAND, MWs and CAPITAL for the most efficient long-term value creation 15 Cloud Service Provider (CSP) Colocation – Whitespace & Rack Ready Build to Suit Description Shell data center and GPU clusters; space, power, cooling, fiber/internet, security, compute, storage and environment. Shell data center; lease rack ready whitespace including redundant power, cooling, fiber/internet, and security Data center built to spec; lease space, redundant power, cooling, fiber/internet, and security Customer Multiple – Managed through cloud partner Multiple – Enterprise and well funded startups Single – Hyperscaler Contract Size 0.1 – 50 MW 0.5 – 100 MW+ 100+ MW Contract Term 1 – 36 months 1 – 7+ years 15+ years with renewals O&M WULF managed WULF managed Tenant managed Build Cost per MW $27 – 30 million (1) $6 – 8 million (1) $2 – 4 million (4) Financing Equity & Debt Equity (initially) Highly Bankable Revenue per MW $11 – 18 million (2) $1.3 – 1.8 million (3) $0.2 – 0.5 million Margins 70 – 80% 65 – 75% 90% + Valuation Range 7-12x EBITDA 10-15x EBITDA 15-20x EBITDA (1) Build cost for CSP and colocation model reflect liquid cooling infrastructure. (2) Low end of range based on long-term reserve contract at $2.1/GPU/hr with 100% rental utilization, high end of range represents $4.50/GPU/hr of on- demand revenue at 80% rental utilization. (3) Does not include customer pass-through energy expense. Subject to term length and payment terms. (4) Based on air cooled powered shell infrastructure. NNN Rent Structure; customer pays all OpEx directly. WULF Compute’s Core Business

16 ➢ WULF Den: 2 /2.5 MW (1) capacity (2) expected to be energized in September 2024 ➢ CB-1: 16/20 MW (1) capacity expected to be energized by YE24 (2) ➢ CB-2: 42 /50 MW (1)(2) expected to be energized in 1H25 ➢ Additional 166 /200 MW (1) capacity expected to be available 2H25 (2) ➢ Additional future capacity design and timeline subject to ongoing customer conversations and demand (3) Illustrative Infrastructure Development Timeline (1) Represents the critical and gross load capacity based on an expected 1.2 average annual PUE estimated from design cooling studies (2) Fully redundant electrical, high-speed fiber, and direct liquid cooling capabilities to support 90+ kW/rack and capable of up to 145/kW/rack with PDU modifications (3) Future capacity subject to transmission studies and potential transmission upgrades. 18 MW Total 2 MW Total 60 MW Total 226 MW Total 18 MW Total 60 MW Total 2 16 16 16 16 16 16 42 42 42 42 166 166 208 0 100 MW 200 MW 300 MW 400 MW 500 MW 3Q24 4Q24 1Q25 2Q25 3Q25 4Q25 Future Wulf Den Colocation Building 1 Colocation Building 2 Colocation Capacity Future 434 MW Total

Significant mismatch in data center demand and power growth – increasing the value of land and power assets ➢ Electricity demand growth driven largely by GenAI and data centers significantly outpacing the expected supply growth of available power capacity ▪ This imbalance has continued to increase the value of the time limiting resource – power and land ➢ The top constraint for data center market growth today is access to power capacity, with the key constraint being time to power ➢ Near term access to power adds meaningful time advantages for data center developers which suggest that they are willing to pay significant premiums for quicker access to power ➢ Players with access to the key limiting resource – land and power – are well situated to capture tremendous value over the next decade Electricity production annual growth through 2035 (3) Power price premium willingly paid for bringing data centers online faster by 2 years (2) Expected US data center power capacity by 2030 (1) Projected annual growth of power demand for GenAI (2) Data center electrical consumption annual growth through 2035 (3) U.S. data center demand 2023 (1) (1) Source: Data Center Dynamics dated January 15, 2024: “Newmark: US Data center power consumption to double by 2030”. (2) Source: Morgan Stanley Research dated March 24, 2024: “Powering GenAI: The Tortoise and the Hare”; MS base case assumptions. (3) Source: Eastdil Secured Digital Infrastructure Sector Update 2024 Capital Markets Outlook. 17

18

TeraWulf is led by an accomplished, diverse management team with 30+ years of experience in developing and managing energy infrastructure and disruptive technology N A Z A R K H A N Co-Founder, Chief Operating Officer & Chief Technology Officer 20+ years in energy infrastructure and cryptocurrency mining; previously at Evercore K E R R I L A N G L A I S Chief Strategy Officer 20+ years of M&A, financing, strategy, and power sector experience; previously at Goldman Sachs S E A N F A R R E L L SVP, Operations 13+ years of energy experience in renewables, grid optimization, digitalization, and storage solutions; previously at Siemens Energy P A U L P R A G E R Co-Founder, Chairman & Chief Executive Officer 30+ year energy infrastructure entrepreneur; USNA Foundation Investment Committee Trustee P A T R I C K F L E U R Y Chief Financial Officer 20+ years of financial experience in the energy, power, and commodity sectors’ previously at Platinum Equity and Blackstone S T E F A N I E F L E I S C H M A N N Chief Legal Officer General Counsel for 15+ years overseeing all legal and compliance matters; previously at Paul, Weiss 19

As of August 12, 2024 20 Note: all figures are approximate. Estimated Diluted Shares at Various Share Prices (Based on the Treasury Method) Outstanding 4.00$ 6.00$ 8.00$ 10.00$ 12.00$ 14.00$ 16.00$ 18.00$ Common Stock 382,598 382,598 382,598 382,598 382,598 382,598 382,598 382,598 382,598 Preferred Stock, Convertible into Common Stock1,200 - - - 1,200 1,200 1,200 1,200 1,200 Warrants to Purchase Common Stock $0.010 Exercise Price - - - - - - - - - $1.000 Exercise Price 10,104 7,578 8,420 8,841 9,094 9,262 9,382 9,473 9,543 $1.925 Exercise Price 7,482 3,881 5,082 5,682 6,042 6,282 6,453 6,582 6,682 Subtotal 17,586 11,459 13,502 14,523 15,135 15,544 15,836 16,054 16,225 Omnibus Incentive Plan Equity Awards - Unvested Restricted Stock Units 4,244 4,244 4,244 4,244 4,244 4,244 4,244 4,244 4,244 Estimated Fully Diluted Share Count 405,628 398,301 400,344 401,365 403,177 403,586 403,878 404,096 404,267

21 (1) Includes WULF’s net share of miners contributed to Nautilus JV. (2) Figures include 4% ancillary load, nameplate efficiency of miners alone is 27.6 J/TH for 23E, 24.6 J/TH for 2Q 24, and 22.8 for 2H 24 Model Quantity Hash Rate Efficiency J/TH S19 J/J-Pro 27,500 100 30 S19 JXP/XP 31,500 146 21.5 S19K Pro 4,000 120 23 MicroBT M30s 1,200 100 31 S21 5,000 200 17.5 S21 Pro 5,000 234 15 7.5 2.7 Below 25 J/TH Above 25 J/TH 28.7 J/TH 23.7 J/TH 22.8 J/TH 23E Efficiency Current Efficiency Projected 24E Efficiency ➢ ➢ Highly efficient fleet drives profitability 10.6 2.7 Below 25 J/TH Above 25 J/TH

$0.032 $0.025 $0.017 $0.031 $0.061 $0.032 $0.033 $0.040 $0.042 $0.040 2018 2019 2020 2021 2022 2023 2024E 2025E 2026E 2027E Actual Projected Average $3.5 ¢ per kWh 80% 20% Capacity (245 MW) Lake Mariner Nautilus $0.040 $0.020 Power Cost ($/kWh) Lake Mariner Nautilus Blended Power Cost (incl. Demand Response) Annual guidance of 3.5 cents per kWh average cost of power across both sites 22 Historical Average (2018-2023) = $0.033 per kWh (1) NYISO Zone A prices atypically high during Q2-Q3 2022 due to elevated gas prices, regional transmission outages, weather events and supply constraints due to pandemic and war in Ukraine. (2) Includes transmission charges, taxes and demand response proceeds received at Lake Mariner. (3) Source: Bloomberg NYISO Zone A ATC forward curve as of 03/11/24; excludes transmission charges, taxes and demand response proceeds expected to be received at Lake Mariner. (1) (3) (2)

23 (1) Source: 2024 New York ISO Load & Capacity Data Gold Book (2) Source: 2024 New York ISO Power Trends 21 GWh 93 GWh 104 GWh 103 GWh 109 GWh 105 GWh113 GWh 155 GWh 217 GWh 221 GWh 292 GWh 325 GWh Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Approximate Quarterly Energy Consumption Nautilus Lake Mariner Data 27,522 GWh 25,820 GWh 4,892 GWh 975 GWh 4,413 GWh 404 GWh 2023 Upstate New York Generation (GWh) Nuclear Hydro Wind Other Renewables Oil Gas 91% Zero-Carbon (2) ➢ Behind-the-meter interconnection ➢ Powered directly by 2.5 GW Susquehanna Nuclear Power Plant ➢ Around the clock zero-carbon energy supply ➢ Located in NYISO Zone A West ➢ Zone A peak load is well below peak generation levels; LMD participates in multiple demand response programs designed to curtail LMD when load is high ➢ Upstate NY Generation mix is 91% zero- carbon ➢ Power flows from Northern and Western NY to downstate NY, resulting in lower energy prices for Upstate Zones 99.9% of hours since 2022 3,042 MW 464 MW 2,492 MW 550 MW Existing Summer Capability Peak Summer Demand Zone A: Existing Summer Capability vs. Peak Summer Demand Surplus Renewable Generation Nonrenewable Sources Renewable Sources (1)

✓ ✓ ✓ ✓ 24

✓ ✓ 25

26 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue $ 35,574 $ 15,456 $ 78,007 $ 26,989 Cost of revenue (exclusive of depreciation shown below) 13,918 5,113 28,326 10,115 Gross profit 21,656 10,343 49,681 16,874 Cost of operations: Operating expenses 797 468 1,582 776 Operating expenses – related party 875 639 1,763 1,236 Selling, general and administrative expenses 9,113 5,878 21,402 12,370 Selling, general and administrative expenses – related party 2,803 2,676 5,423 5,574 Depreciation 14,133 6,428 29,221 11,861 Loss (gain) on fair value of digital currency, net 700 — (629) — Realized gain on sale of digital currency — (583) — (1,186) Impairment of digital currency — 682 — 1,309 Total cost of operations 28,421 16,188 58,762 31,940 Operating loss (6,765) (5,845) (9,081) (15,066) Interest expense (5,325) (8,450) (16,370) (15,284) Loss on extinguishment of debt — — (2,027) — Other income 447 54 947 54 Loss before income tax and equity in net income (loss) of investee (11,643) (14,241) (26,531) (30,296) Income tax benefit — — — — Equity in net income (loss) of investee, net of tax 767 (3,296) 6,042 (13,463) Loss from continuing operations (10,876) (17,537) (20,489) (43,759) Loss from discontinued operations, net of tax — (3) — (38) Net loss (10,876) (17,540) (20,489) (43,797) Preferred stock dividends (292) (265) (578) (524) Net loss attributable to common stockholders $ (11,168) $ (17,805) $ (21,067) $ (44,321) Loss per common share: Continuing operations $ (0.03) $ (0.08) $ (0.07) $ (0.24) Discontinued operations - — - — Basic and diluted $ (0.03) $ (0.08) $ (0.07) $ (0.24) Weighted average common shares outstanding: Basic and diluted 340,662,826 210,421,237 315,714,178 187,843,663

27

28 Note: The Company presents adjusted EBITDA, which is not a measurement of financial performance under generally accepted accounting principles in the United States (“GAAP”). We use Adjusted EBITDA to eliminate the effects of certain non- cash and/or non-recurring items, that do not reflect our ongoing strategic business operations. Adjusted EBITDA is provided in addition to, and not as a substitute for, or as superior to, the comparable GAAP measure, Net Income. For a full reconciliation of the Non-GAAP measures we use to their comparable GAAP measures, see the discussion under the heading “Non-GAAP Measure” commencing on page 42, under Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our June 30, 2024, Form 10-Q.

XML

Cover	Aug. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 12, 2024
Entity Registrant Name	TERAWULF INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41163
Entity Tax Identification Number	87-1909475
Security Exchange Name	NASDAQ
Entity Address, Address Line One	9 Federal Street
Entity Address, City or Town	Easton,
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21601
City Area Code	(410)
Local Phone Number	770-9500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	WULF
Entity Emerging Growth Company	false
Entity Central Index Key	0001083301
Amendment Flag	false